North America

Investor demand for climate-related disclosure, as well as information provided by public companies, has grown dramatically in recent years. This has resulted in incomplete or inconsistent climate-related disclosure. In light of this, on October 18, 2021 the Canadian Securities Administrators (“CSA“) published the proposed National Instrument 51-107 Disclosure of Climate-related Matters (the “Proposed Instrument“) and its companion policy for a 90-day comment period. The Proposed Instrument would introduce disclosure requirements regarding climate-related matters for reporting issuers. This article summarizes the main components of the Proposed Instrument.

Ransomware is a term that has entered popular speech as it has echoed across the front pages of newspapers and the internet. While most people might not understand exactly how ransomware works, or how it might be launched by a “Zero Day” exploit, they understand it locks the holder out of computers that store highly sensitive information ranging from a company’s intellectual property to the private personal information of consumers, medical patients, and others like them. Individuals fear the disclosure of that information and potential identity theft. Government fears the national security impact on our critical infrastructure and electoral politics when state-sponsored or protected actors block access to the data that runs modern society. Read more…

The Committee on Foreign Investment in the United States (“CFIUS” or “the Committee”), under the U.S. Department of the Treasury (“Treasury”), has the authority to review for national security risks certain foreign investment transactions in U.S. businesses.

As discussed in our previous article, CFIUS Heightens Scrutiny of Non-Notified Transactions, CFIUS has a dedicated team within the Office of Investment Security Monitoring and Enforcement – the so-called “non-notified team” – that focuses solely on searching for and identifying non-notified transactions that may pose national security risks and were not voluntary reported to the Committee. Due to the efforts of this team, non-notified transactions are undergoing heightened scrutiny. In particular, for transactions that involve both the semiconductor industry and foreign investors from the People’s Republic of China (“China”), the likelihood of the non-notified team finding out about the transaction and requesting parties file a notice for CFIUS approval is at an all-time high. Read more…

The FTC continues to explore its myriad of enforcement options, most recently by using its Penalty Offense Authority under Section 5 of the Federal Trade Commission Act (FTC Act) to put more than 700 companies on notice that they could incur significant civil penalties (up to $43,792 per violation) for misleading endorsements, including in online reviews and on social media. These companies range from large brands to retail platforms. This wave of notices follows an earlier wave of notices to for-profit higher educational intuitions, concerning misrepresentations about programs, and job and earnings prospects. Read more…

Overview

On October 12, 2021, the Ontario Government released the Capital Markets Act (the “CMA“) — a draft legislation that intends to modernize the legislative and regulatory framework of Ontario’s capital markets, and further enhance the province’s position as a globally competitive capital markets jurisdiction. If passed by the Legislative Assembly of Ontario, the CMA will replace both the Securities Act and the Commodity Futures Act in Ontario.

On July 6, 2021, the U.S. Government published a notice of proposed rulemaking and request for comments on an amendment to the Code of Federal Regulations (“CFR”) regarding the determination of non-preferential origin for imports from Mexico and Canada: Non-Preferential Origin Determinations for Merchandise Imported from Canada or Mexico for Implementation of the Agreement Between the United States of America, the United Mexican States, and Canada.

This article is intended to summarize and report on the implications of these changes for Mexican imports into the United States. Read more…

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In recent years, the U.S. Government (“USG”) has taken numerous actions to target forced labor and other human rights violations, with a significant increase in 2020 and early 2021. These include the issuance of trade-related restrictions, such as import and export laws, economic sanctions, and civil monetary penalties, that target companies involved in forced labor and human rights violations and abuses. Consequently, U.S. companies should carefully review global supply chains to ensure they are not involved in forced labor/human rights violations. This article will provide an overview of the main U.S. legal authorities for imposing such restrictions and a summary of the key measures the USG took in 2020 as well as ongoing actions in 2021 that focus on forced labor and human rights abuses. Read more…

On September 21, 2021, in a first-of-it-kind action, the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”) imposed economic sanctions on SUEX OTC, S.R.O. (“SUEX”), a virtual currency exchange, for facilitating ransom payments pursuant to ransomware cyber-attacks.¹

In its press release announcing the sanctions, OFAC indicated that more than 40% of SUEX’s transactions involved illicit actors.¹ SUEX has been added to OFAC’s List of Specially Designated Nationals and Blocked Persons (“SDN List”), meaning that all of SUEX’s property and interests in property that are subject to U.S. jurisdiction are blocked, and U.S. persons are generally prohibited from engaging in transactions with SUEX. Read more…